Customers Bancorp (NYSE: CUBB) completes $100M 6.875% subordinated notes due 2036
Rhea-AI Filing Summary
Customers Bancorp, Inc. completed an underwritten public offering of $100,000,000 aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes were priced to investors at 100.00% of their principal amount, and the company expects net proceeds of approximately $98,000,000 after underwriting discounts and expenses.
Customers Bancorp plans to use the cash for general corporate purposes, which may include redeeming less than all of its 6.125% subordinated notes due 2029 on March 26, 2026, funding organic growth at Customers Bank, repaying other indebtedness, redeeming preferred stock once redeemable, repurchasing common stock, and financing possible acquisitions of financial services businesses. The notes were issued under an existing automatic shelf registration and are unsecured obligations that are not deposits and are not insured or guaranteed by the FDIC or any other governmental agency.
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Insights
Customers Bancorp adds $100M in subordinated debt for flexible funding.
Customers Bancorp has issued $100,000,000 of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 through an underwritten public offering. The notes were sold at 100.00% of principal, and the company estimates net proceeds of about $98,000,000, which increases long-term subordinated funding on its balance sheet.
The company states it may use proceeds for several purposes, including potential partial redemption of its 6.125% subordinated notes due 2029 on
The notes are unsecured, fixed-to-floating rate subordinated obligations and are explicitly described as not being deposits, savings accounts or other obligations of bank or non-bank subsidiaries, and not insured or guaranteed by the FDIC or any governmental agency. Future disclosures in company filings may provide more detail on how much of the proceeds are directed toward debt redemption versus growth or capital management.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
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On December 15, 2025, Customers Bancorp, Inc. (the “Company”) and Customers Bank (the “Bank”) completed an underwritten public offering of $100,000,000 in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated as of December 15, 2025, among the Company, the Bank and Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein (the “Underwriters”). The price to the public was 100.00% of the principal amount of the Notes.
The Company estimates the net proceeds from the sale of the Notes, after deducting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $98,000,000. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, the redemption of less than all of the Bank’s 6.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Subordinated Notes”) on March 26, 2026, working capital and the funding of organic growth at the Bank, repaying indebtedness, redeeming shares of the Company’s preferred stock once they become redeemable, repurchasing shares of the Company’s common stock, funding, in whole or in part, possible future acquisitions of other financial services businesses. The precise amounts and timing of our use of the net proceeds will depend upon our, and our subsidiaries,’ funding requirements, the availability of other funds, and our determination regarding the early redemption of the 2029 Subordinated Notes.
The offering of the Notes was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (Registration Statement No. 333-290008) previously filed by the Company with the Securities and Exchange Commission (the "SEC") on September 3, 2025, including the base prospectus contained therein, the preliminary prospectus supplement dated December 15, 2025 and final prospectus supplement dated December 15, 2025, each filed by the Company with the SEC relating to the offering of the Notes.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Bank and the registration statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the Notes. In addition, the Company and the Bank have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The foregoing summary description of the Underwriting Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer or sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Notes are not deposits or savings accounts or other obligations of our bank or non-bank subsidiaries and will not be insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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Underwriting Agreement, dated December 15, 2025, by and between Customers Bancorp, Inc., Customers Bank and Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CUSTOMERS BANCORP, INC.
By: /s/ Mark R. McCollom Name: Mark R. McCollom Title: Chief Financial Officer |
Date: December 17, 2025
FAQ
What did Customers Bancorp (CUBB) disclose in this SEC filing?
Customers Bancorp, Inc. disclosed that it completed an underwritten public offering of $100,000,000 aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036, issued under its automatic shelf registration statement.
How large is Customers Bancorps new subordinated notes offering and at what price?
The company issued $100,000,000 in aggregate principal amount of subordinated notes, with a price to the public of 100.00% of the principal amount of the notes.
What interest rate and maturity do Customers Bancorps new notes carry?
The new securities are 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036, meaning they pay interest at 6.875% initially and mature in 2036.
How much net proceeds does Customers Bancorp expect from this notes offering?
After underwriting discounts, commissions and estimated offering expenses, Customers Bancorp estimates net proceeds of approximately $98,000,000 from the sale of the notes.
How does Customers Bancorp (CUBB) intend to use the net proceeds from the notes?
The company plans to use net proceeds for general corporate purposes, which may include partial redemption of its 6.125% subordinated notes due 2029 on
Are Customers Bancorps new subordinated notes insured or considered bank deposits?
No. The filing states the notes are not deposits or savings accounts or other obligations of the bank or non-bank subsidiaries and are not insured or guaranteed by the FDIC or any other governmental agency.
Under what SEC registration did Customers Bancorp issue these notes?
The notes were offered pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-290008), together with a base prospectus and related preliminary and final prospectus supplements filed with the SEC.
